中国上市公司关联交易披露透明度问题研究
本站原创 论文中文摘要：根据制度经济学白勺分析,关联交易存在着侵害中小股东白勺利益白勺风险;而委托白勺信号理论认为,在一个有效白勺市场中提供高质量白勺会计信息白勺企业可以借以将其与较次白勺公司区别开,使得某些利益主体不再具有关联交易信息方面白勺优势。本文将从信息透明度这一新白勺视角探讨如何更有效白勺更真实白勺反映关联交易。首先,本文对透明度和关联交易白勺理论进行探讨,得出本文对与关联交易透明度白勺定义;其次,按照定义分别从法规体系白勺建立层次和信息披露现状层次,对我国关联交易信息披露白勺实际情况进行探讨;最后,提出我国关联交易信息披露白勺透明度白勺几点改进意见。本文主要采用规范性研究与案例分析相结合白勺方法。经分析我国上市公司关联交易披露虽然建立了相对完整白勺披露体系,但所提供白勺信息在可靠性、相关性、完整性和可比性方面都有待于提高,也即关联交易信息披露白勺透明度较低。为了提高上市公司关联交易披露透明度本文提出了三个方面白勺改进意见:健全公司内部治理结构,从内部机制上提高关联交易透明度;加强注册会计师白勺审计力度,从外部监督上促进关联交易透明度白勺提高;改进披露制度,完善关联交易披露机制
Abstract（英文摘要）：www.328tibet.cn Related party transactions(RPT) suffer more and more of thoughtfulness, because it has become the stumbling block of our capital market’ s development. On the one hand, RPT can make advantage by optimizing the structure of capital and trade between the related parties. On the other hand, RPT provide the chance to Enterprise to carry on false trade behior to gloss over report. According to system economics, RPT increased the risks of the potential infringement of the minority stock holder’interests .while, according to the signal theory of the agency by agreement, fully reveal of the RPT, can offer more transparent accounting information. One effective market can absorb such information to make the one no longer has the advantage of RPT information to offer a fair play. Firstly we investigate in the theory of RPT and the transparency of accounting information. RPT in our country has some characteristics.1. The inequality in position and interests; RPT will incline to the essence controlling side in the trade. The inequality in position must cause the unequal interest in the trade.2. The particularity of trade purpose; except of obtaining certain interests and individual efficiency, RPT in Chinese capital market has some other purpose, such as evading payment of duty rationally, seeking individual private interests or earning management. It is much because of its obscurity and relevancy.3. The obscurity of the way and the course of RPT; Since RPT are seldom supervised by external ones, its evenhandedness and reliability is in doubt. We define the transparency of RPT as the degree of integrality, reliability, relativity and comparability of the discovered information. To release transparent information, firstly, it needs mature criterion system. Secondly, it needs high-quality accounting information. The latter can be divided into four quality characteristics: Integrality, Reliability, Relativity and Comparability. We then analyze the discovery of RPT of our country in the above two levels, by normative studied and case analysis, in the hope of revealing the opaque reason, and then give some improvement methods. In china, a set of discovery rules has already been set out, which includes three kinds of disclosure method. 1. Revealing the RPT in the periodic report. It is regulated mainly by “Content and Form Rules of Disclosure of Information of Listed Company No.2——Content and Form of the Annual Report(1999)”, “Disclosure of the Relationship between Related Parties and Their Transactions”and “Content and Form Rules of Disclosure of Information of Listed Company No.2----Content and Form of the Interim Report(2000)”. 2. Disclose RPT by temporary report. It is regulated by the following two regulations: “Stock listing regulations of Shanghai Stock Exchange (2004)”and “Stock listing regulations of Shenzhen Stock Exchange (2004)”.3. The new listing company also should reveal the related trade timely. It is according to “Content and Form Rules of Disclosure of Information of Listed Company No.2——Content and Form of the Prospectus(1999)”, “Supervision Interim Procedure of Listed Company of Shenzhen”, “the instruction for the reform and recombination of IPO Corporation”. At present, the integrality, reliability, relativity and comparability of Chinese listed company’s RPT are all need to be improved. 1. The reliability of RPT of listed company is not high. In some related parties’sale, it seems to accord to rules and regulations, but in fact the profit is manipulated and the reliability is reduced. There is another way to increase profit rapidly, which is to recombine or reform with big shareholder or other affiliated parties. Still some enterprises utilize other several kinds of RPT to carry on the false trade. The related trade information dependability encounters great challenge. 2. It is reliability needs to be improved; especially the RPT information needs to be carried out timelier. Although there is a requirement on disclosure time of regular reports and temporary reports in the rules and regulations, still a lot of listed companies do not reveal the information in time. They earn the enormous profits through making “time difference". There are a lot of listed companies receive condemning by SEC because of not revealing the RPT information in time every year.3. The disclosure of RPT is incomplete. The listed companies usually reveal the information ambiguously and deficiently, ignoring criterion and system. Thus the information cheats the mass of information users, cause negative influence. 4. The comparability of RPT is unsatiied at present. The disclosure of related pricing policy is ambiguous, it is incomparable of financial data among listed companies; Because of affiliated party of trade, and it is difficult to compare financial index in horizontal. In sum, the opaque phenomenon of the discovery of our country listed company’RPT demand urgently to be improved. For this reason, we put forward improve suggestion from following three respects: 1. The company’perfect administration structure can improve transparency of the related trade. Firstly, we should strengthen independent director’s function to improve the system of the director board; Secondly , it should improve the system of supervisors board to make inside supervision mechani work more oothly; Finally, it should change the existing stock structure and solve the problem of empty of the subject. 2. It is necessary to improve the CPAs’audit power to strengthen the external motive force of the transparency of RPT information. First, set up the Independent Audit Commission in the listed companies to make CPAs more independent. Secondly, it is to entrust the CPA association with punishment power to improve
论文关键词： 上市公司；关联交易；披露；透明度；
Abstract（英文摘要）：www.328tibet.cn Related party transactions(RPT) suffer more and more of thoughtfulness, because it has become the stumbling block of our capital market’ s development. On the one hand, RPT can make advantage by optimizing the structure of capital and trade between the related parties. On the other hand, RPT provide the chance to Enterprise to carry on false trade behior to gloss over report. According to system economics, RPT increased the risks of the potential infringement of the minority stock holder’interests .while, according to the signal theory of the agency by agreement, fully reveal of the RPT, can offer more transparent accounting information. One effective market can absorb such information to make the one no longer has the advantage of RPT information to offer a fair play. Firstly we investigate in the theory of RPT and the transparency of accounting information. RPT in our country has some characteristics.1. The inequality in position and interests; RPT will incline to the essence controlling side in the trade. The inequality in position must cause the unequal interest in the trade.2. The particularity of trade purpose; except of obtaining certain interests and individual efficiency, RPT in Chinese capital market has some other purpose, such as evading payment of duty rationally, seeking individual private interests or earning management. It is much because of its obscurity and relevancy.3. The obscurity of the way and the course of RPT; Since RPT are seldom supervised by external ones, its evenhandedness and reliability is in doubt. We define the transparency of RPT as the degree of integrality, reliability, relativity and comparability of the discovered information. To release transparent information, firstly, it needs mature criterion system. Secondly, it needs high-quality accounting information. The latter can be divided into four quality characteristics: Integrality, Reliability, Relativity and Comparability. We then analyze the discovery of RPT of our country in the above two levels, by normative studied and case analysis, in the hope of revealing the opaque reason, and then give some improvement methods. In china, a set of discovery rules has already been set out, which includes three kinds of disclosure method. 1. Revealing the RPT in the periodic report. It is regulated mainly by “Content and Form Rules of Disclosure of Information of Listed Company No.2——Content and Form of the Annual Report(1999)”, “Disclosure of the Relationship between Related Parties and Their Transactions”and “Content and Form Rules of Disclosure of Information of Listed Company No.2----Content and Form of the Interim Report(2000)”. 2. Disclose RPT by temporary report. It is regulated by the following two regulations: “Stock listing regulations of Shanghai Stock Exchange (2004)”and “Stock listing regulations of Shenzhen Stock Exchange (2004)”.3. The new listing company also should reveal the related trade timely. It is according to “Content and Form Rules of Disclosure of Information of Listed Company No.2——Content and Form of the Prospectus(1999)”, “Supervision Interim Procedure of Listed Company of Shenzhen”, “the instruction for the reform and recombination of IPO Corporation”. At present, the integrality, reliability, relativity and comparability of Chinese listed company’s RPT are all need to be improved. 1. The reliability of RPT of listed company is not high. In some related parties’sale, it seems to accord to rules and regulations, but in fact the profit is manipulated and the reliability is reduced. There is another way to increase profit rapidly, which is to recombine or reform with big shareholder or other affiliated parties. Still some enterprises utilize other several kinds of RPT to carry on the false trade. The related trade information dependability encounters great challenge. 2. It is reliability needs to be improved; especially the RPT information needs to be carried out timelier. Although there is a requirement on disclosure time of regular reports and temporary reports in the rules and regulations, still a lot of listed companies do not reveal the information in time. They earn the enormous profits through making “time difference". There are a lot of listed companies receive condemning by SEC because of not revealing the RPT information in time every year.3. The disclosure of RPT is incomplete. The listed companies usually reveal the information ambiguously and deficiently, ignoring criterion and system. Thus the information cheats the mass of information users, cause negative influence. 4. The comparability of RPT is unsatiied at present. The disclosure of related pricing policy is ambiguous, it is incomparable of financial data among listed companies; Because of affiliated party of trade, and it is difficult to compare financial index in horizontal. In sum, the opaque phenomenon of the discovery of our country listed company’RPT demand urgently to be improved. For this reason, we put forward improve suggestion from following three respects: 1. The company’perfect administration structure can improve transparency of the related trade. Firstly, we should strengthen independent director’s function to improve the system of the director board; Secondly , it should improve the system of supervisors board to make inside supervision mechani work more oothly; Finally, it should change the existing stock structure and solve the problem of empty of the subject. 2. It is necessary to improve the CPAs’audit power to strengthen the external motive force of the transparency of RPT information. First, set up the Independent Audit Commission in the listed companies to make CPAs more independent. Secondly, it is to entrust the CPA association with punishment power to improve
论文关键词： 上市公司；关联交易；披露；透明度；